Emulex Files Definitive Consent Revocation Materials

Company urges stockholders to reject Broadcom consent solicitation and tender offer.

June 15, 2009

5 Min Read
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COSTA MESA, Calif., June 15, 2009 (GLOBE NEWSWIRE) -- Emulex Corporation announced today that it has filed definitive consent revocation materials and is mailing them to stockholders. The materials relate to a consent solicitation from Broadcom Corporation and its unsolicited, non-binding $9.25 per share tender offer, which Emulex's Board of Directors unanimously determined are not in the best interests of Emulex stockholders. Emulex recommends that stockholders not consent to Broadcom's solicitation or tender into the grossly inadequate offer. Below is the text of a letter to stockholders Emulex is mailing with the consent revocation materials.

June 15, 2009

EMULEX'S BOARD UNANIMOUSLY RECOMMENDS AGAINST BROADCOM'SINADEQUATE OFFER AND RELATED CONSENT SOLICITATION

Dear Fellow Stockholder:

Your Board of Directors continues to unanimously recommend against Broadcom Corporation's unsolicited $9.25 per share tender offer. The offer significantly undervalues Emulex's long-term prospects and is grossly inadequate. We also strongly recommend against Broadcom's related consent solicitation which ultimately aims to replace Emulex's entire Board with hand-picked Broadcom nominees. If elected, we believe their nominees will pursue Broadcom's self serving agenda of acquiring Emulex on-the-cheap to your detriment.Broadcom's Consent Solicitation Is an Opportunistic Attempt toGain Leverage, Further Their Inadequate Offer and Take Advantageof You, Our Stockholders.

Through their consent solicitation, Broadcom is attempting to pressure stockholders to hand over leverage and further their inadequate offer despite the fact that since their offer:

* Emulex made public new multi-million dollar, multi-platformdesign wins for converged networking solutions at Tier 1original equipment manufacturers, as well as reasonable andfully supported projections of $600 million in revenue and$1.45 in non-GAAP earnings per share in fiscal year 2012(1);* Emulex's peer group has traded up approximately 38% and thebroader market is up 16%, implying that Emulex would likely betrading at approximately $9.09 per share even in the absenceof their offer(2) and without reflecting the impact of ourrecent design wins -- making Broadcom's "premium" miniscule;* Less than 3% of outstanding Emulex shares have been tenderedinto their offer as of June 4th;* Emulex's stock has traded on average 15% above their offerand as high as $11.36 per share, including intra-day highs;* After initially saying they could easily build or buy elsewherethe capabilities they find attractive in Emulex, on June 3rdBroadcom's CEO publicly admitted that acquiring Emulex isBroadcom's 'best option' for entering the converged networkingspace successfully.

We believe that none of these important factors are reflected in Broadcom's offer and that they demonstrate the highly opportunistic nature of their offer.

The Special Meeting That Broadcom Wants Would Come With StringsAttached. Your November 19th Annual Meeting Provides an OpenForum to Express Your Views.Our annual meeting of stockholders will be held on November 19, 2009.As you know, the meeting has been in mid-to-late November for the past several years. We look forward to this open and public forum where you can express your views and vote on our entire Board. In the meantime, we will continue to welcome your direct feedback.

We believe Broadcom is attempting to mislead stockholders about the impact of providing them with a special meeting, which would likely be held only approximately 30-60 days ahead of the annual meeting. We believe their solicitation comes with strings attached -- your consent would provide Broadcom leverage over the Company and further their inadequate offer. As an example, we expect Broadcom would attempt to publicly construe your vote as evidence of your support for their inadequate offer, even though you may not want to accept their offer.Furthermore, Broadcom's suggestion that their solicitation provides the only viable forum for stockholders to express their views is obviously erroneous given that our annual meeting provides an open forum.

Your Board Is Acting in Your Best Interests and Our #1 Priorityis Delivering Value to You.

Throughout this process, the Board has been committed first and foremost to serving your best interests. As always, our number one focus is on delivering value to you. Unfortunately, Broadcom has chosen to mischaracterize the actions of the Board, including erroneously suggesting we would delay our annual meeting until 2010.

Most recently Broadcom has made misleading statements about discussions with Emulex. The facts are that Broadcom is seeking non-public, highly competitive and sensitive information regarding Emulex's technology, details of customer plans, design wins and financial plans - all without any change to their current position on their offer or acknowledgement that it is inadequate given the current market dynamics and new information that we have outlined above. Given this and the fact that we compete directly against Broadcom in the marketplace, we do not believe it would be in your best interests to share such information with Broadcom.Do Not Sign Any GOLD Cards from Broadcom. Reject Broadcom'sConsent By Sending Back the Enclosed WHITE Card from Emulex.

To reject Broadcom's consent solicitation, stockholders do NOT need to take any action on Broadcom's GOLD consent card. Instead, Emulex stockholders should sign and return the enclosed WHITE consent revocation card, which will enable the Company to keep informed of stockholder sentiment and revoke any previously returned GOLD consent card.

If you have any questions or require assistance please contact our solicitor, MacKenzie Partners by calling toll-free at 1-800-322-2885 or collect at 1-212-929-5500. For more information, stockholders can visit www.emulexvalue.com.

Sincerely,

Jim McCluneyPresident and Chief Executive OfficerEmulex CorporationAbout Emulex

Emulex is the leader in converged networking solutions for the data center. Our Connectivity Continuum architecture provides intelligent networking services that transition today's infrastructure into tomorrow's unified network ecosystem. Emulex provides a single framework that intelligently connects every server, network and storage device within the data center. Through strategic collaboration and integrated partner solutions, Emulex provides its customers with industry leading business value, operational flexibility and strategic advantage. Emulex is listed on the New York Stock Exchange (NYSE:ELX) and has corporate headquarters in Costa Mesa, California. News releases and other information about Emulex Corporation are available at http://www.emulex.com.

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